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CRDC > SEC Filings for CRDC > Form 8-K on 19-Nov-2012All Recent SEC Filings

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Form 8-K for CARDICA INC


19-Nov-2012

Change in Directors or Principal Officers, Submission of Matters to a Vote of Securit


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2012 Annual Meeting of Stockholders of Cardica, Inc. ("Cardica") held on November 13, 2012 (the "Annual Meeting"), Cardica's stockholders, upon the recommendation of Cardica's Board of Directors (the "Board"), approved an amendment to the Cardica, Inc. 2005 Equity Incentive Plan (the "2005 Plan") to increase the number of shares of Cardica's Common Stock, par value $0.001 (the "Common Stock"), authorized for issuance under the 2005 Plan by 750,000 shares of Common Stock (the "2012 Amendment").

The 2005 Plan, which provides for the grant of incentive stock options, nonstatutory stock options, stock purchase awards, stock bonus awards, stock appreciation rights, stock unit awards and other forms of equity compensation that may be granted to Cardica's employees, non-employee directors and consultants, was initially was adopted by the Board on October 13, 2005 and approved by Cardica's stockholders on December 27, 2005, and has been amended five times prior to 2012. The 2012 Amendment was adopted by the Board on October 4, 2012, subject to stockholder approval. A more complete description of the 2005 Plan may be found in Cardica's definitive proxy statement, filed with the Securities and Exchange Commission on October 16, 2012 (the "Proxy Statement"). That summary and the foregoing description are qualified in their entirety by reference to the text of the 2005 Plan, as amended, which is attached to the Proxy Statement and incorporated into this Item 5.02 by reference.



Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, Cardica's stockholders approved the four proposals listed below, which proposals are described in detail in the Proxy Statement. The final votes on the proposals presented at the Annual Meeting are as follows:

Proposal 1:

Each of Bernard A. Hausen, M.D., Ph.D., Kevin T. Larkin, Richard P. Powers,
Jeffrey L. Purvin, John Simon, Ph.D. and William H. Younger, Jr. was elected as
a director to hold office until the 2013 Annual Meeting of Stockholders and
until his successor is elected and has qualified, or, if sooner, until the
director's death, resignation or removal, by the following vote:

           Nominee               Votes For    Votes Withheld    Broker Non-Votes
Bernard A. Hausen, M.D., Ph.D.   18,818,073      1,188,965         14,172,176
       Kevin T. Larkin           18,842,715      1,164,323         14,172,176
      Richard P. Powers          18,844,117      1,162,921         14,172,176
      Jeffrey L. Purvin          18,844,117      1,162,921         14,172,176
      John Simon, Ph.D.          18,844,117      1,162,921         14,172,176
   William H. Younger, Jr.       18,826,617      1,180,421         14,172,176

Proposal 2:

The proposal to approve the 2012 Amendment to the 2005 Plan as described in Item 5.02 above was approved by the following vote:

Votes For Votes Against Abstentions Broker Non-Votes 18,502,418 1,493,720 10,900 14,172,176

Proposal 3:

The proposal to amend Cardica's Amended and Restated Certificate of Incorporation to increase Cardica's authorized number of shares of Common Stock from 65,000,000 shares to 75,000,000 shares was approved by the following vote:

Votes For Votes Against Abstentions Broker Non-Votes 30,485,201 3,667,203 26,810 0


Proposal 4:

The proposal to ratify the selection by the audit committee of the Board of BDO USA, LLP as Cardica's independent registered public accounting firm for the fiscal year ending June 30, 2013, was ratified by the following vote:

Votes For Votes Against Abstentions Broker Non-Votes 31,245,029 2,910,772 23,413 0




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
3.1         Certificate of Amendment of the Amended and Restated
            Certificate of Incorporation, filed with the Secretary of
            State of Delaware on November 19, 2012


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